must be apportioned upon the stock held by the stockholders of the corporation. 57 Cal. 398. § 344. All purchases of its own stock made by any corporation vest the legal title to the same in the corporation; and the stock so purchased is held subject to the control of the stockholders, who may make such disposition of the same as they deem fit, in accordance with the by-laws of the corporation or vote of a majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the corporation by purchase, a majority of the remaining shares is a majority of the stock for all purposes of election or voting on any question at a stockholders' meeting. 57 Cal. 398; 72 Cal. 33; 109 Cal. 588. § 345. The dates fixed in any notice of assessment or notice of delinquent sale, published according to the provisions hereof, may be extended from time to time for not more than thirty days, by order of the directors, entered on the records of the corporation; but no order extending the time for the performance of any act specified in any notice is effectual unless notice of such extension or postponement is appended to and published with the notice to which the order relates. § 346. No assessment is invalidated by a failure to make publication of the notices herein before provided for, nor by the non-performance of any act required in order to enforce the payment of the same; but in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying of the assessment, are void, and publication must be begun anew. 76 Cal. 28; 108 Cal. 495; 109 Cal. 8. § 347. No action must be sustained to recover stock sold for delinquent assessments, upon the ground of irregularity in the assessment, irregularity or defect of the notice of sale, or defect or irregularity in the sale, unless the party seeking to maintain such action first pays or tenders to the corporation, or the party holding the stock sold, the sum for which the same was sold, together with all subsequent assessments which may have been paid thereon and interest on such sums from the time they were paid; and no such action must be sustained unless the same is com menced by the filing of a complaint and the issuing of a summons thereon within six months after such sale was made. 76 Cal. 28; 133 Cal. 66. § 348. The publication of notice required by this article may be proved by the affidavit of the printer, foreman, or principal clerk of the newspaper in which the same was published; and the affidavit of the secretary or auctioneer is prima facie evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom, and for what price, and of the fact of the purchase money being paid. The affidavits must be filed in the office of the corporation, and copies of the same, certified by the secretary thereof, are prima facie evidence of the facts therein stated. Certificates signed by the secretary and under the seal of the corporation are prima facie evidence of the contents thereof. [Amendment in effect July 1, 1874.] § 349. On the day specified for declaring the stock delinquent, or at any time subsequent thereto and before the sale of the delinquent stock, the board of directors may elect to waive further proceedings under this chapter for the collection of delinquent assessments, or any part or portion thereof, and may elect to proceed by action to recover the amount of the assessment and the costs and expenses already incurred, or any part or portion thereof. 101 Cal. 76; 108 Cal. 493; 109 Cal. 3; 110 Cal. 635; 129 Cal. 296. ART. CHAPTER III. CORPORATE POWERS. I. General Powers. §§ 354-364. II. Records. §§ 377-378. III. Examination of Corporations. §§ 382-384. IV. Judgment Against and Sale of Corporate Property. §§ 388-393. ARTICLE I. General Powers. SEC. 354. Powers of corporations. 355. Limitation of powers. 356. Banking expressly prohibited. 357. Misnomer does not invalidate instrument. SEC. 359. Increasing and diminishing capital stock, how. 361a. Sale, lease, or transfer of business, etc. 362. Articles of incorporation, how amended. 363. Erroneous filing of articles of incorporation. § 354. Every corporation, as such, has power: 1. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually; 2. To sue and be sued, in any court. 3. To make and use a common seal, and alter the same at pleasure; 4. To purchase, hold, and convey such real and personal estate as the purposes of the corporation may require, not exceeding the amount limited in this part; 5. To appoint such subordinate officers or agents as the business of the corporation may require, and to allow them suitable compensation; 6. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock; 7. To admit stockholders or members, and to sell their stock or shares for the payment of assessments or installments; 8. To enter into any obligations or contracts essential to the transaction of its ordinary affairs, or for the purposes of the corporation. 52 Cal. 59; 56 Cal. 63; 59 Cal. 24; 62 Cal. 104; 63 Cal. 363; 93 Cal. 309; 108 Cal. 558; 109 Cal. 163; 116 Cal. 414; 117 Cal. 177; 118 Cal. 138; 126 Cal. 416. § 355. In addition to the powers enumerated in the preceding section, and to those expressly given in that title of this part under which it is incorporated, no corporation shall possess or exercise any corporate powers, except such as are necessary to the exercise of the powers so enumerated and given. 62 Cal. 104. § 356. No corporation shall create or issue bills, notes, or other evidences of debt, upon loans or otherwise, for circulation as money. 357. The misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be reasonably ascertained from it what corporation is intended. 93 Cal. 314. § 358. If a corporation does not organize and commence the transaction of its business, or the construction of its works within one year from the date of its incorporation, or if, after its organization and commencement of its business, it shall lose or dispose of all its property, and shall fail for a period of two years to elect officers and transact, in regular order, the business of said corporation, its corporate powers shall cease, and the said corporation may be dissolved at the instance of any creditor of the said corporation, at the suit of the State, on the information of the Attorney-General; but the resumption of its business in good faith by such corporation prior to the commencement thereof shall be a bar to such suit. The due incorporation of any company claiming in good faith to be a corporation under this part, and doing business as such, or its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the State on information of the Attorney-General; provided, however, as to any company claiming in good faith to be, and which has been doing business for ten consecutive years as a corporation, no such inquiry shall be made either by the State or by any person whatsoever. [Amendment approved March 23, 1901; in effect in sixty days.] 64 Cal. 72; 77 Cal. 372; 80 Cal. 186; 82 Cal. 186; 97 Cal. 277 ; 102 Cal. 64; 106 Cal. 310; 109 Cal. 601; 126 Cal. 545. 359. No corporation shall issue stocks or bonds except for money paid, labor done or property actually received, and all fictitious increase of stock or indebtedness is void. Every corporation may increase or diminish its capital stock, and every corporation or two or more corporations, may create or increase its or their bonded indebtedness, subject to the following provisions: First-The capital stock of a corporation may be increased or diminished at a meeting of the stockholders by a vote representing at least two thirds of the subscribed or issued capital stock, or in the manner otherwise in this section provided; when by meeting as aforesaid, then such meeting must be called by the board of directors or trustees and notice must be given by publi cation in a newspaper published in the county or city and county where the principal place of business of such corporation is located, or if there be none published in said county or city and county, then in a newspaper published in an adjoining county or city and county, such paper to be designated by the board of directors or trustees in the order calling for the meeting. Second-The notice must specify the object of the meeting and the amount to which it is proposed to increase or diminish the capital stock, the time and place of holding the meeting, which latter must be at the principal place of business of the corporation and at the building where the board of directors or trustees usually meet. The notice herein provided must be published once a week for at least sixty days. The capital stock cannot be diminished to an amount less than the indebtedness of the corporation. Third-The bonded indebtedness of a corporation may be created or increased by a vote of the stockholders representing at least two thirds of the subscribed or issued capital stock at a meeting called by the board of directors or trustees, and after notice of the time and place of the meeting published in the same manner and for the time prescribed, which notice shall state the amount of the bonded indebtedness which it is proposed to create, or the amount to which it is proposed to increase such indebtedness, and shall in all other respects contain the same matters as are above provided and set forth in the notice of meeting to increase or diminish the capital stock; or such original creation of bonded indebtedness may be made as otherwise in this section provided. Fourth-In addition to the notice by publication, when proceedings are to be had hereunder at a meeting of stockholders, the secretary of the corporation shall also address a notice to each of the stockholders whose names appear on the company's books as sufficiently addressed or identified, at his place of residence, if known, and if not known, then at the place in which the principal place of business of the corporation is situate, which notice shall be so mailed to such stockholders at least thirty days before the day appointed for such meeting. Fifth-In lieu of such call for meeting of stockholders and of such notice and publication of the same and of a stockholders' meeting held in pursuance thereof and of said vote thereat representing at least two thirds of the subscribed capital stock, any corporation may diminish its capital stock and also originally create its bonded indebtedness by a resolution adopted by the |